SEC Comment Letter for FBC Holding, Inc. (FBCD) (CIK 0001370816) (FBCD) — Nov 9, 2006
FBC Holding, Inc. (FBCD) (CIK 0001370816)
Date: Nov. 9, 2006 · CIK: 0001370816 · Accession: 0000000000-06-055188
AI Filing Summary & Sentiment
File numbers found in text: 333-137613
Letter
Mail Stop 3561 October 26, 2006 Mr. Alexandre Routkovski, President Iron Link, Inc. 800 Bellevue Way, N.E., Ste. 400 Bellevue, WA 98004
Re: Iron Link, Inc. Registration Statement on Form SB-2 Filed September 27, 2006 File No. 333-137613
Dear Mr. Routkovski:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Consolidated Financial Statements
Note 7, Business Combination, F-12 1. You disclose that Iron Link was formed on May 30, 2006 and that it acquired Iron Link TV, Ltd, a company controlled by the same person who was the controlling shareholder of Iron Link, on June 1, 2006. It appears that Iron Link TV, Ltd is your predecessor. Item 310 of Regulat ion S-B requires two years of audited financial statements of a small business issuer and its predecessor, if applicable.
Mr. Alexandre Routkovski Iron Link, Inc. Page 2 We note you have presented three months of financial statements of Iron Link. Please revise to present audited financial statements of Iron Link TV Ltd for periods prior to May 30, 2006 such that you present in aggregate 24 months of audited financial statements for both the predecessor and the small business issuer. Please note that financial statements for an annual period should not exceed 12 months and there should be no lapse in audited periods for the predecessor financial statements and between the financial statements of the issuer and the predecessor.
2. In view of your disclosure that Iron Link and Iron Link TV, Ltd were entities under common control, the purchase method of accounting does not appear to be the correct way to account for the acquis ition. Please refer to the guidance in paragraphs D11-D18 of Appendix D of SFAS 141 and revise the financial statements of Iron Link, if applicable, and the disclosures in Note 7 to reflect the appropriate accounting for this transactio n as a merger of entities under common control.
*******
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose th e Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
Mr. Alexandre Routkovski Iron Link, Inc. Page 3
the company may not assert staff comment s and the declaration of effectiveness as a defense in any proceeding initiat ed by the Commission or any person under the federal securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
You may contact Blaise R hodes at (202) 551-3774 or Tia L. Jenkins at (202) 551- 3871 if you have questions regarding comments on the financial statements and related matters. Please contact me at ( 202) 551-3790 with any other questions. S i n c e r e l y ,
John D. Reynolds A s s i s t a n t D i r e c t o r
Show Raw Text
Mail Stop 3561
October 26, 2006
Mr. Alexandre Routkovski, President
Iron Link, Inc.
800 Bellevue Way, N.E., Ste. 400
Bellevue, WA 98004
Re: Iron Link, Inc.
Registration Statement on Form SB-2
Filed September 27, 2006
File No. 333-137613
Dear Mr. Routkovski:
We have limited our review of your filing to those issues we have addressed in
our comments. Where indicated, we think you should revise your document in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Consolidated Financial Statements
Note 7, Business Combination, F-12
1. You disclose that Iron Link was formed on May 30, 2006 and that it acquired Iron
Link TV, Ltd, a company controlled by the same person who was the controlling shareholder of Iron Link, on June 1, 2006. It appears that Iron Link TV, Ltd is
your predecessor. Item 310 of Regulat ion S-B requires two years of audited
financial statements of a small business issuer and its predecessor, if applicable.
Mr. Alexandre Routkovski
Iron Link, Inc.
Page 2
We note you have presented three months of financial statements of Iron Link.
Please revise to present audited financial statements of Iron Link TV Ltd for periods prior to May 30, 2006 such that you present in aggregate 24 months of
audited financial statements for both the predecessor and the small business issuer. Please note that financial statements for an annual period should not exceed 12 months and there should be no lapse in audited periods for the
predecessor financial statements and between the financial statements of the issuer and the predecessor.
2. In view of your disclosure that Iron Link and Iron Link TV, Ltd were entities
under common control, the purchase method of accounting does not appear to be
the correct way to account for the acquis ition. Please refer to the guidance in
paragraphs D11-D18 of Appendix D of SFAS 141 and revise the financial statements of Iron Link, if applicable, and the disclosures in Note 7 to reflect the
appropriate accounting for this transactio n as a merger of entities under common
control.
*******
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
Mr. Alexandre Routkovski
Iron Link, Inc.
Page 3
the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
You may contact Blaise R hodes at (202) 551-3774 or Tia L. Jenkins at (202) 551-
3871 if you have questions regarding comments on the financial statements and related
matters. Please contact me at ( 202) 551-3790 with any other questions.
S i n c e r e l y ,
John D. Reynolds
A s s i s t a n t D i r e c t o r